Disclaimer: I don't own Harry Potter. Nope. This takes place during the Marauder's seventh year. Assuming that Harry started Hogwarts in 1990, then Lily and James started school in 1971. McGonagall's been teaching for 39 years in 1996, so Lily and James had her, too.

"Potter! Are you paying attention?"

James Potter snapped his head up. It was another hot day in Transfiguration, and he had been looking at one girl- Lily Evans.

"Yes, Professor, sorry," James said automatically. He had gotten in trouble for not paying attention in class before, but today he had a new record, seven times in one class.

"Well then, Potter," their Transfiguration professor, Professor McGonagall, said severely, "perhaps you can show the class how you would transfigure the goblet in front of you into a mouse. Go on."

James grinned. He was a superb student- everyone knew that. Flicking out his wand with a casual grace, he looked at his water goblet, and then let his eyes drift up.

Oh great. Evans is looking at me.

Lily Evans's beautiful green eyes were looking at James, as were every other person's in the room. However, none of them had the same effect on him that Lily's had. His slightly arrogant grin turned into a stupid smile, and he flushed deeply.

"Today, Potter," McGonagall said severely.

"Oh, right!" James said. "Right… Verutia!" He flicked his wand, and his water goblet began to shriek at a high level. All of the students covered their ears, and some shot annoyed glares at James. "Oops! Sorry! Finite!" The shrieking stopped, and the class uncovered their ears.

"Well, since Potter seems incapable of doing a spell that you should all know by now, perhaps another of you can," McGonagall said in annoyance, as her nostrils flared. "Miss Evans?"

Lily took her own wand out, and said in a clear, musical voice, "Berushia!" The water goblet wobbled, and then slowly shrunk down to a mouse.

"Five points to Gryffindor," McGonagall said. "Now, your homework tonight- since Mr. Potter seems to think it's funny to mispronounce incantations, I want you all to write an essay on the importance of the pronunciation of spells."

The class groaned, and the bell rang. They gathered up their things and put them into their bags. "Potter, can I see you for a moment?" Professor McGonagall asked.

"Thanks a lot, Potter. Staring at the Mudblood all day," a slimy voice hissed in his ear.

James whirled around and stared Severus Snape in the eye. "Never insult Evans again," he snapped. Then, on an after thought, he added nastily, "Snivellus."

Furious, Snape whipped out his wand. Instantly, James had his own out, and ready to cast a spell. "Mr. Potter! Mr. Snape! What are you doing?"

James quailed under McGonagall's furious stare. "Snape called Evans a-a nasty name for a Muggle born!" he said. "I couldn't- couldn't…" James flushed deeply. Soon, his face was a fantastic shade of magenta. "I couldn't let him say such nasty things about Muggle-borns," he said quickly.

Oh Merlin, I sound stupid... James thought furiously.

"Mr. Snape, is this true?" McGonagall said, turning her glare from James to Snape.

"Yes," he said shortly.

"Very well, ten points from Slytherin. Mr. Potter, if you please," McGonagall gestured to her desk. Still flushing deeply, James walked up to the professor's desk as the rest of the class filed out. Lily's eyes shot a venomous glare at Snape, and then softened very slightly when they flicked over to James. Sirius Black, James's best friend, shrugged and walked off with the rest of the Marauders.

"Mr. Potter, what is it with your behavior this week?" Professor McGonagall asked, magically closing the door.

"I- er-" James stuttered. The last person he wanted to talk to about his crush on Lily Evans was Professor McGonagall. "Well, I guess I'm having an off week," he said lamely.

"An off week? Potter, you haven't gotten a single question correct! I'm surprised at you- you got an 'Outstanding' O.W.L. in Transfiguration! What's wrong?"

"My mind is on… other things," James said, thinking for a minute.

"Other things, Potter? This is your education- you signed up for my N.E.W.T. class because you have thoughts of becoming a professor at Hogwarts! If you want to be a professor, you cannot have your mind on other things! Do I make myself clear?"

"Yes, Professor," James said quietly.

Slowly, James headed back up to the seventh floor, to the portrait of the Fat Lady. "Password?" she said.

"Confectionary treats," James said, and the portrait swung open. Climbing through the portrait hole, James sat down in the empty squashy armchair next to Sirius.

"So, what'd McGonagall want, Prongs?" Sirius asked.

"Wanted to know why I've been slipping up in class," James shrugged.

"I never thought I'd see the day- James Potter slipping up in class on accident," Remus Lupin said, sniggering.

"Oh, stuff it, Moony," James said sullenly. His hazel eyes traveled around the common room, and the rested on Lily. She was sitting by the fire, chatting with a friend of hers. She caught his eye, and sent him the slightest of grins.

"Ah," said Wormtail, "he's thinking of Lily Evans again."

James flushed, and broke eye-contact with Lily. "Am not," he said quickly.

Sirius snickered. "Come off it, mate, you've had a crush on her since third year!"

Once more, James flushed deeply. "So?" he asked.

"Nothing," Sirius said, pulling his hair away from his eyes. "It's just as much as you like her, you'd think you'd ask her out."

"I tried that all of fifth year, remember?" James said sullenly.

"Yeah, well, back then, you were a pig headed idiot," Lupin said, matter-of-factly.

"We all were, Moony," Sirius snickered, "save you."

"Come off it!" Lupin laughed. "I was just as arrogant as-"

"Excuse me," a musical voice came from behind them, "but would you four please keep it down? We're trying to study."

Immediately, James stood up. "Oh, er… sorry, Evans," James said, trying hard not to blush. "We'll try to be quiet."

"Thanks," she said, and started to walk away. Then, she turned around and looked James in the eye. "Thanks, James."

"Why'd you call him James?" Lily's friend, Chelsea Reynolds, asked.

"Why not?" Lily asked.

"Well, you've always been short with him- calling him 'Potter' and all," Chelsea said, biting on the tip of her quill. "And I still can't figure out question seven!"

Lily peered over at Chelsea's parchment. "'Write down the exact instructions for brewing a Spell-Resistant Potion,'" she said. "Spell-Resistant Potion… I remember learning about it in fourth year… But I've forgotten it-"

"Subtle Science of Potions, Chapter Six," James called from across the room. Chelsea sighed.

"What?" Lily asked, raising an eyebrow.

"He's so smart and good looking. It's no wonder every girl in our year has a crush on him," she sighed.

"Not every girl," Lily said blatantly.

"Who doesn't?" Chelsea asked, shocked.

"Me."

"What?" she said. "But- it's- he's James Potter!" she sighed.

"I figured you'd be more smitten with Sirius Black."

"Black?" Chelsea asked, slightly surprised. "Yeah, he is nice…"

James nudged Sirius in the ribs. "I think they're talking about you, Padfoot."

Sirius grinned. "Well, of course. I'm Sirius Black, master of ravishing good looks."

"You're an idiot, Padfoot," James sighed.

"But a good looking idiot, right?" Sirius asked, hopefully.

"Wrong."

Wormtail yawned. "I'm going to bed, if you three don't mind."

"Fine. Good night, Wormtail."

Very slowly, the common room emptied out, until only James and Lily were left; now sitting at tables opposite of each other, quietly scribbling away at homework.

"Oh I'm so sick of this!" Lily said in a frustrated voice.

James turned around in his chair. "What? Need help?"

Lily's face turned red slightly, but she nodded. James walked over to her table and sat down. "What d'you need help with?"

"The Transfiguration essay," Lily said.

"Oh," James said, then exhaled slightly. "Erm, sorry for making the class get that extra homework."

"Why'd you mess up? You're top in the class! I mean, you are Head Boy," Lily said, before she could stop herself.

James sighed slightly, then ran his fingers through his hair, unconsciously. "Well, I couldn't concentrate. I had my mind on other things."

Merlin, this is like the conversation I had with McGonagall…

"Other things?" Lily asked, pulling her long red hair back behind her shoulders.

"Yeah," James said. "A certain girl." The instant he said that, James thought he sounded stupid.

Lily smiled slightly. "Do I know her?"

"Oh, you know her, all right…" James said in an undertone. "More than you think you do."

"Can you tell me who she is?" Lily asked.

"Not really. But I can describe her to you," James said.

"Okay, tell me," Lily said, closing her Transfiguration book.

"Well… she has the most beautiful, soft hair, and her eyes- the way they look when she's happy- are amazing. And her face is so delicate, you're afraid it'll break if you held it, but you have a longing to hold it." James turned a deeper shade of red, each time he spoke of a different feature of Lily Evans.

Lily gasped. "I know who you're talking about! And she likes you!"

"Y-you know?" he asked, slightly shocked. "But I didn't-"

"You like Chelsea Reynolds!"

James let out a laugh. "I hardly even know Chelsea Reynolds. The girl I'm talking about is- well, it's you, Lily."

There was a long pause, in which the fire crackled and spit sparks in the air. It was well past midnight now, and the two of them held a long, uncomfortable silence between them.

"Oh," Lily said quietly. "I… I didn't know… I've never really…"

"You're welcome," James smiled. "So, how do you feel about me?"

"Well, Potter," Lily said, calling James 'Potter' once more, "I think, and will always think, that you're conceited. If you go around thinking that every girl will melt faster than butter when you flash one of your stupid smiles at them, you're wrong."

"But I thought-"

"You thought that I like you?" Lily asked. "Well, Potter, I think that if your head weren't the size of a Hungarian Horntail, I might think you a nice person. But I don't. If you'll excuse me, I'm going up to bed. Good NIGHT."

And with that, Lily Evans stormed out of the common room to the Girls' Dormitory, leaving a dumbfounded James behind in the common room.